This
Letter sets forth the terms and conditions upon which Accuray Incorporated ("Accuray") and we, Meditec Corporation, ("Meditec") enter into a contract for the CyberKnife Upgrade
Program for 22 CyberKnife products, J1-J22, which have been sold by Accuray to Meditec under the Distribution Agreement dated June 25, 1993, as assigned and amended (the
"Distribution Agreement").

1. J23

Accuray
agrees to shipment of J23 to the US address as Meditec indicated in its e-mail of April 30, 2003. The price for J23, being the first in the quarter, and having
two workstations, is $[*] less $50,000.00 deposit to be paid by the end of May 2003.

2. Release of Monetary Obligations

Upon
entering into this contract for the CyberKnife Upgrade Program and under the conditions that both parties perform their respective obligations hereunder, and with the understanding
that Meditec and Accuray will cooperate for a settlement of the current problem, Meditec and Accuray confirm the non-existence of further mutual monetary obligation except for the upgrade
program and the followings:

Meditec:

a. Payment
for J23 amounting US$[*] less US$50,000.00

b. Payment
for J2 Refurbish amounting US$[*]

c. Payment
for ASSY MTG PHANTOM amounting US$[*]

[*]
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are
designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Accuray:

a. Copyright,
Trademark and Patent Indemnification under Article 10.1 of the Distribution Agreement.

Thus,
without limiting the generality of the foregoing, Accuray hereby releases and forever discharges Meditec and any of its affiliates from: (i) any claim for payment of price
for J24 and J25 (unless such units will be re-ordered by Meditec at a later date); and (ii) any claim for damages for actual or alleged lost profits or non-fulfillment
of purchase requirements, if any, which Accuray now has, has ever had or may hereafter have against Meditec or any of its affiliates under the Distribution Agreement or otherwise. For the avoidance of
doubt, all non-monetary obligations and duties of the parties prescribed in the Distribution Agreement will remain unchanged and have full force and effect.

3. Rights and Obligations after Termination of Distributorship

(1) If
Accuray decides to change its distribution channel, or if Meditec declines or is unable to act as importer and distributor, then,upon Meditec's request, Accuray or
its designated party will first utilize Meditec inventory to satisfy future demand in Japan as long as Meditec inventory remains.

a. Proceeds
to Meditec per each CyberKnife sale to customer will not be less than $[*];

b. Such
proceeds will be paid when the CyberKnife is installed at customer site.

(2) Accuray
and a new distributor will honor the existing sales contracts (to the extent allowed by law) with the sales price, less a mutually agreed transaction fee, being
paid to Meditec.

(3) Accuray
will cooperate with and give adequate assistance to Meditec for a smooth transition to a new distribution structure.

4. Upgrade Order

Meditec
hereby places an order for the CyberKnife Upgrade Program for 22 CyberKnife products, J1-J22, upon terms and conditions set forth herein and relying especially upon
the conditions set forth in Sections 2 and 3 above. Accuray accepts such order and agrees to complete the upgrade work and deliver such upgraded CyberKnife products (the "Upgraded Products") all in
accordance with the terms and conditions set forth herein.

5. Specifications

The
specifications of J23 and all the Upgraded Products to be delivered to Meditec hereunder shall be strictly in conformity with those specifications as prescribed in application(s) to
be

[*]
Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect
to the omitted portions.

submitted
by Accuray (the "Submitted Specifications") for the Head & Neck new shonin, or approval, (the "Head & Neck New Shonin") of the
Ministry of Health, Labor and Welfare of Japan (the "MHLW") for import, sale and use of the Upgraded Products.

6. Accuray's Covenants Regarding New Shonin

Accuray
covenants to Meditec that it: (i) makes its best efforts to submit an application for the Head & Neck New Shonin at the earliest possible date (the target date
being May 23, 2003); (ii) makes its best efforts to obtain the Head & Neck New Shonin from the MHLW in a timely manner (the target date being not later than the end of March,
2004); and (iii) maintains the Head & Neck New Shonin. It is understood that the Submitted Specifications will be based on the world-wide CE version specification, which may
or may not be revised or altered during the course of negotiation with the MHLW officials.

7. Delivery

Accuray
agrees to delivery of the first Upgraded Products in June 2003. Thereafter, Accuray and Meditec agree to delivery of the Upgraded Products at a rate of 1.5 unit per month
through the rest of year 2003 (10 units total). The delivery dates for the remaining 12 units of the Upgraded Products will be negotiated at a later date (Accuray's proposal being that the rate of
delivery goes to 1 unit per month starting in January of 2004). Notwithstanding anything contained herein to the contrary, Meditec will not be obliged to take delivery of or pay for any of the
Upgraded Products prior to the acceptance of the application for the Head & Neck New Shonin (to avoid confusion, this does not mean approval
of the Head & Neck New Shonin) by Tokyo Metropolitan Government, or other appropriate office of MHLW as evidenced by a receipt with the date stamped on it.

8. Acceptance

Accuray
will perform an acceptance test of each Upgraded Product prior to the delivery thereof, and provide Meditec with written documentation certifying the successful completion of
such a test and the conformance of the Upgraded Product to the Submitted Specifications.

9. Price

(1) The
base price for the CyberKnife Upgrade Program for 22 CyberKnife products, J1-J22, is $[*].

(2) Accuray
agrees to give Meditec the following discounts and concessions totaling $[*]:

a. a
discount of $[*] for J12/J13 consideration;

b. an
additional discount of $[*] as discussed;

c. a
discount of $[*] given for a total of 15 high iso-center units; and

[*]
Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect
to the omitted portions.

d. a
concession of $[*] for leakage problems.

(3)

As
a consequence, the total price for the CyberKnife Upgrade Program is $[*].

10. Deposit

Meditec
agrees to pay an initial deposit of $[*] to help cover the operating capital required for this program. $[*] already deposited for
the canceled J24/J25 will be credited. The remaining $[*] will be paid within 30 days after the date of this Letter. It is agreed that deposit amount shall be credited
against the price for the Upgraded Products so that at no time will the deposit be greater than the current unpaid balance of the total CyberKnife Upgrade Program.

11. Payment

Subject
to Section 10 above, Meditec will pay for each Upgrade Product within 30 days after the shipment according to the invoiced price per Upgraded Product as stated in
the attached sheet rather than an average price.

12. Shipping Terms

The
details of shipping terms for the Upgraded Products will be negotiated at a later date, depending on the sequence, location of work and shipping address. The current terms of this
Letter reflect shipping to a to-be-negotiated location.

13. Packaging

Meditec
and Accuray agree to negotiate packaging specifications at a later date, with Accuray guaranteeing the packaging for a minimum of 5 months from shipment to opening the
crates. The current price reflects packaging for five months and shipment to Japan. Any negotiated changes will result in an adjustment to the price.

14. Removal, Installation and Training

(1) Removal
and installation are not included herein.

(2) Notwithstanding
the above, Accuray agrees to provide ATC with any necessary training to deal with the difference in the CE version of the CyberKnife from any previous
versions at no cost to Meditec.

15. Warranty

(1) Accuray
warrants that J23 and all the Upgraded Products are strictly in conformance with the Submitted Specifications for the Head & Neck New Shonin.

[*]
Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect
to the omitted portions.

(2) Accuray
also warrants that J23 and all the Upgraded Products will be free from any defect in material and workmanship.

(3) In
the event of any breach of warranty set forth in (1) or (2) above, Meditec shall be entitled to the remedies stated in Article 9.1 of the
Distribution Agreement.

(4) The
warranty period shall be one year after the installation at customer's site, or 24 months after shipment, whichever comes earlier, assuming that the
Head & Neck New Shonin shall be approved on or before March 2004. If the Head & Neck New Shonin approval shall be delayed, the warranty period after shipment shall be
correspondingly extended.

16. Other Terms and Conditions

The
terms and conditions provided in the Distribution Agreement shall, to the extent that they are consistent with the terms and conditions herein, be incorporated into and apply to the
CyberKnife Upgrade Program under this Letter, mutatis mutandis. In the event of inconsistency between terms and conditions of this Letter and those
provided in the Distribution Agreement, the terms and conditions of this Letter shall prevail.

17. Entire Agreement

This
Letter and the terms and conditions of the Distribution Agreement as incorporated herein pursuant to Section 16 above shall constitute the entire agreement of the parties
hereto with respect to the subject matter hereof and supercede all prior and contemporaneous oral or written agreements, undertakings and communications.